WASHINGTON  MasterCard Inc. may raise up to $2.45 billion in an initial public offering of stock, according to a regulatory filing Thursday.

Terms have not been set for the offering expected to be led by underwriter Goldman Sachs & Co. (GS), according to the filing with the Securities and Exchange Commission.

Although no expected price range is included in the prospectus, the company expects to sell 61.5 million shares while underwriters have the option to purchase an additional 4.6 million share to cover over-allotments.

After the IPO, the company expects to have 135 million shares outstanding, including Class A, B and M shares, the filing said.

The credit card company earned $213.5 million on revenue of $1.4 billion in the first six months of 2005 after earning $139.2 million on revenue of $1.2 billion in the first half of 2004, the filing said.

Rival American Express Co. (AXP) currently trades at $57.34 a share, or 18 times its expected 2005 earnings, according to Reuters Estimates.

The Purchase, New York-based company intends to list its stock on the New York Stock Exchange under the symbol "MA."

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